SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Check the appropriate box:
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NATIONAL R.V. HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
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[X] No fee required.
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previously. Identify the previous filing by registration number, or the Form
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NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 9, 2003
The Board of Directors of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), hereby gives notice that the 2003 Annual Meeting of
Stockholders of the Company will be held on Monday, June 9, 2003, at 9:00 a.m.,
Pacific Daylight Time, at 2050 South Lyon Street, Santa Ana, California 92705
for the following purposes:
1. To elect two persons to serve on the Company's Board of Directors as
Class III Directors until the 2006 Annual Meeting of Stockholders or until their
successors are duly elected and qualified as provided in the Company's By-laws.
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 2003.
3. To transact such other and further business as may properly come before
the meeting or any adjournment(s) thereof.
Stockholders of record at the close of business on April 15, 2003 are
entitled to notice of and to vote at the meeting. If you attend the meeting you
may vote in person if you wish, even though you have previously returned your
proxy. A copy of the Company's Proxy Statement is enclosed herewith.
By Order of The Board of Directors
Stephen M. Davis
----------------
Secretary
April 25, 2003
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL ENSURE REPRESENTATION OF YOUR SHARES AT THE
MEETING.
NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 9, 2003
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders are being furnished in connection with the solicitation by the
Board of Directors of National R.V. Holdings, Inc., a Delaware corporation (the
"Company"), of proxies for use at the 2003 Annual Meeting of Stockholders (the
"Annual Meeting") of the Company to be held on Monday, June 9, 2003, at 9:00
a.m., Pacific Daylight Time, at 2050 South Lyon Street, Santa Ana, California
92705, and at any adjournments thereof. This Proxy Statement and the enclosed
proxy are first being sent to stockholders on or about April 30, 2003.
The close of business on April 15, 2003 has been selected as the record
date (the "Record Date") for determining the holders of outstanding shares of
the Company's common stock, par value $.01 per share (the "Common Stock"),
entitled to receive notice of and vote at the Annual Meeting. On the Record
Date, there were approximately 9,832,161 shares of Common Stock outstanding and
approximately 76 holders of record. Holders of Common Stock are entitled to one
vote per share.
The presence in person or by properly executed proxy of the record holders
of a majority of the outstanding shares of Common Stock will constitute a quorum
at the Annual Meeting. Elections of directors will be determined by a plurality
of vote of all shares present in person or by properly executed proxy and voting
at the Annual Meeting. The affirmative vote of the record holders of a majority
of the Common Stock present in person or by proxy at the Annual Meeting and
voting is required to ratify the selection of the independent public
accountants.
Unless proxies have been previously revoked, all shares represented by
properly executed proxies will be voted at the Annual Meeting in accordance with
the directions given on such proxies. Any person giving a proxy has the power to
revoke it, in writing delivered to the Secretary of the Company at the address
given above, at any time prior to its exercise. If no direction is given, a
properly executed proxy will be voted FOR the election of the persons named
under "Election of Directors," and FOR the ratification of the selection of
PricewaterhouseCoopers LLP, as the Company's independent public accountants. The
Board of Directors does not anticipate that any other matters will be brought
before the Annual Meeting. If, however, other matters are properly presented,
the persons named in the proxy will have discretion, to the extent allowed by
Delaware law, to vote in accordance with their own judgment on such matters.
ELECTION OF DIRECTORS
ITEM 1 -- ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven members and is divided
into three classes of directors serving three-year terms. One class of directors
is elected by stockholders at each annual meeting to serve until the third
annual meeting following such annual meeting or until their successors are
elected and qualified. At the Annual Meeting, stockholders will elect two Class
III Directors to serve until the Annual Meeting of Stockholders to be held in
2006 and until their successors are elected and qualified.
Nominees for Class III Director
Doy B. Henley, an incumbent Class III director, and James B. Roszak, a new
nominee for Class III Director, have been nominated by management for election
to the Board of Directors as Class III Directors at the Annual Meeting and have
consented to serve as such, if elected. Mr. Neil H. Koffler, a director of the
Company since August 1993, will not stand for reelection. Certain biographical
information regarding Mr. Henley is set forth below in the section entitled
"Management of the Company -- Executive Officers and Directors." Mr. Roszak's
biographical information appears below:
JAMES B. ROSZAK. Mr. Roszak, age 61, was employed by the Life Insurance
Division of Transamerica Corporation, a financial services organization engaged
in life insurance, commercial lending, leasing and real estate services, from
June 1962 through his retirement as President of such division in June 1997. Mr.
Roszak also served as interim Chief Executive Officer and a director of buy.com,
an Internet retailer, from February 2001 through August 2001.
Vote Required
The affirmative vote of the record holders of a plurality of the Common
Stock present in person or by proxy at the Annual Meeting and voting is required
to elect Directors. The enclosed proxy provides a means for stockholders to vote
for the election of the nominees or to withhold authority to vote for such
nominees. Abstentions with respect to the election of the nominees for Class III
Directors will have the same effect as a withheld vote and broker non-votes will
have no effect on the election of Directors.
It is the intention of the persons in the enclosed proxy to vote FOR the
election of Doy B. Henley and James B. Roszak to serve as Class III Directors of
the Company. Messrs. Henley and Roszak have consented to be named in this Proxy
Statement and to continue to serve if elected. Management does not contemplate
or foresee that the nominees will be unable or unwilling to serve or be
otherwise unavailable for election.
Board Recommendation
The Board of Directors recommends that stockholders vote FOR the election
of the nominees for Class III Directors set forth above.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
ITEM 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP,
as the Company's independent public accountants for the fiscal year ending
December 31, 2003. Although the selection of auditors does not require
ratification, the Audit Committee of the Board has directed that the appointment
of PricewaterhouseCoopers LLP be submitted to stockholders for ratification
because management believes this matter is of such significance as to warrant
stockholder participation. The Company expects representatives of
PricewaterhouseCoopers LLP to be present at the Annual Meeting in person or by
telephone conference to respond to appropriate stockholder questions, and they
will be given the opportunity to address the stockholders, if they so desire. In
addition to audit services, PricewaterhouseCoopers LLP also provided certain
non-audit services to the Company in 2002. The Audit Committee has considered
whether the provision of these additional services is compatible with
maintaining the independence of PricewaterhouseCoopers LLP. The following table
sets forth the fees incurred by the Company for the services of
PricewaterhouseCoopers LLP in 2002 and 2001.
Services Rendered Fees
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2002 2001
Audit services (1) $203,100 $122,000
Audit-related services (2) $7,676 0
Total audit and audit-related services $210,776 $122,000
Tax services (3) $9,500 $5,000
Other services 0 0
________________
(1) For professional services rendered for the audit of the Company's annual financial statements, and the
reviews of the financial statements included in the Company's Forms 10-Q for fiscal years 2002 and 2001.
(2) For audits of employee benefit plans in 2002.
(3) For 2002 and 2001, tax services for tax compliance and planning.
Vote Required
The affirmative vote of the record holders of a majority of the Common
Stock present in person or by proxy at the Annual Meeting and voting is required
to ratify the selection of the independent public accountants. Abstentions and
broker non-votes will have no effect on the vote for the ratification of the
selection of the independent public accountants.
Board Recommendation
The Board of Directors recommends that stockholders vote FOR ratification
of the selection of PricewaterhouseCoopers LLP, as the Company's independent
public accountants for the fiscal year ending December 31, 2003.
MANAGEMENT OF THE COMPANY
The executive officers and directors of the Company are as follows:
Name Age Position
Doy B. Henley 73 Chairman of the Board(1)(2)
Bradley C. Albrechtsen 40 President, Chief Executive Officer and Director
Stephen M. Davis 49 Director and Secretary(2)
Neil H. Koffler 36 Director(1)
Robert B. Lee 64 Director
Greg McCaffery 50 Director(1)(2)
Wayne M. Mertes 66 Director
Mark D. Andersen 44 Chief Financial Officer, Treasurer and Assistant
Secretary
Jonathan C. Corn 39 Vice President/General Counsel
_____________________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Executive Officers and Directors
DOY B. HENLEY. Mr. Henley has served as Chairman of the Board since
September 2001 and has been a director of the Company since February 1998. Mr.
Henley is a Class III director whose term expires at the Annual Meeting. See
"Election of Directors - Nominees for Class III Director." Mr. Henley is chief
executive officer of Henley Properties, a private real estate management
company. Mr. Henley was a founder and, from 1966 to 1997, had been the Chairman
and Chief Executive Officer of Aeromil Engineering Company, a computer-automated
manufacturing firm engaged in the production of complex machined titanium track
systems and structural components for the aerospace industry.
BRADLEY C. ALBRECHTSEN. Mr. Albrechtsen has been President, Chief Executive
Officer and a director since September 2001, Chief Financial Officer and
Treasurer of the Company from April 1999 to September 2001 and Assistant
Secretary from January 1999 to September 2001. Mr. Albrechtsen served as the
Company's Controller from 1993 through April 1999 and as Assistant Controller
prior to 1993. Mr. Albrechtsen is a Class I director whose term expires in 2005.
Mr. Albrechtsen is a certified public accountant with six years of public
accounting experience, including three years at Arthur Young & Co. (the
predecessor of Ernst & Young).
STEPHEN M. DAVIS. Mr. Davis has been a director and Secretary of the
Company since August 1993. Mr. Davis is a Class II director whose term expires
in 2004. Mr. Davis has been a shareholder of the law firm Heller Ehrman White &
McAuliffe LLP since April 1999 and a partner in its predecessor firm from
January 1987 through March 1999.
NEIL H. KOFFLER. Mr. Koffler has been a director of the Company since
August 1993. He is a Class III director whose term expires at the Annual
Meeting. Mr. Koffler is not standing for reelection at the Annual Meeting. Since
June 1989, Mr. Koffler has been a member or executive officer of SC Fundamental
LLC, a New York-based investment management firm, and its predecessors.
ROBERT B. LEE. Mr. Lee is presently the President of the Company's Country
Coach, Inc. subsidiary ("CCI") and has been a director of the Company since
November 1996. Mr. Lee has also been President and Chief Operating Officer of
the Company from April 2001 to September 2001 and co-Chief Executive Officer
from March 2001 to April 2001. Mr. Lee is a Class II director whose term expires
in 2004. Mr. Lee founded CCI in 1973 and served as Chairman and Chief Executive
Officer of CCI from 1973 to July 2000, and has been President of CCI since
September 2002. Mr. Lee served as a consultant to the Company from September
2001 to December 31, 2001, and also served in that role from July 2000 to March
2001.
GREG McCAFFERY. Mr. McCaffery has been a director of the Company since
February 1998. Mr. McCaffery is a Class II director whose term expires in 2004.
Mr. McCaffery is a founder and president of, and since 1984 has operated,
McCaffery Homebuilders, a builder of custom homes located in Orange Country,
California.
WAYNE M. MERTES. Mr. Mertes is presently the President of the Company's
National R.V., Inc. subsidiary ("NRV") and has been a director of the Company
since October 1991. Mr. Mertes has also been Chief Executive Officer of the
Company from August 1993 to March 2001, President from August 1993 to April 2001
and co-Chief Executive Officer from March 2001 to April 2001. From April 2001 to
September 2001, Mr. Mertes was President and Chief Executive Officer of NRV. Mr.
Mertes was again appointed President of NRV in September 2002. Mr. Mertes is a
Class I director whose term expires in 2005. Mr. Mertes co-founded the
predecessor of NRV in 1964 under the name Dolphin Trailer Company and
continuously served as an executive officer of such predecessor and,
subsequently, NRV since such time through July 1999 and from April 2001 to
September 2001. From September 2001 to December 31, 2001, Mr. Mertes served as a
consultant to the Company.
MARK D. ANDERSEN. Mr. Andersen has been Chief Financial Officer, Treasurer
and Assistant Secretary of the Company since October 2001. Mr. Andersen served
as Senior Vice-President and Controller of CCI from November 2000 to October
2001 and as Controller of CCI from February 1992 to November 2000. Mr. Andersen
is a certified public accountant.
JONATHAN C. CORN. Mr. Corn has been Vice President/General Counsel since
April 2002, and General Counsel since December 2001. Mr. Corn is an attorney who
received his law degree from Georgetown University Law Center in 1991. Prior to
joining the Company, Mr. Corn practiced law in San Diego. His firm, Corn &
Associates, P.C., was a specialty firm focused on the representation of RV
manufacturers and dealers.
Board of Directors and Committees
Pursuant to the Company's Bylaws, the Company's Board of Directors is
divided into three classes of Directors serving three-year terms. One class of
directors is elected by stockholders at each annual meeting to serve until the
third annual meeting following such annual meeting or until their successors are
elected and qualified. In the case of a vacancy, a director will be appointed by
a majority of the remaining directors then in office to serve the remainder of
the term left vacant. Effective January 1, 2003, outside directors (directors
excluding Messrs. Albrechtsen, Lee and Mertes) receive an annual director
retainer of $30,000, an in-person per meeting fee of $1,000 and a telephone
meeting fee of $500. In addition, the Chairman of the Board of Directors is
entitled to an additional annual fee of $30,000, members of a Board committee
are entitled to an annual fee of $3,000 and the Audit Committee Chairman is
entitled to an additional annual fee of $10,000. Messrs. Albrechtsen, Lee and
Mertes do not receive any additional compensation for acting as directors.
Directors are also entitled to receive reimbursement for traveling costs and
other out-of-pocket expenses incurred in attending Board meetings. During the
year ended December 31, 2002, the Board of Directors held eight meetings. All
directors attended at least 75% of those meetings and of its committees of which
they were members that were held while they were serving on the Board or such
committee.
The Board of Directors has established an Audit Committee, currently
consisting of Messrs. Koffler, Henley and McCaffery. The Audit Committee,
pursuant to a charter adopted by the Board of Directors, assists the Board of
Directors in monitoring the integrity of the Company's financial statements, the
Company's compliance with legal requirements and the Company's internal and
external auditors. The members of the Audit Committee meet the independence and
experience requirements of the New York Stock Exchange. The Audit Committee held
three formal meetings during the year ended December 31, 2002, though Mr.
Koffler, as Chairman of the Audit Committee, reported to the other committee
members from time to time during 2002 following his quarterly review and
discussion of the Company's quarterly financial statements with the Company's
independent public accountants. The Company also has a Compensation Committee,
consisting of Messrs. Davis, Henley and McCaffery, which reviews and makes
recommendations to the Board regarding salaries, compensation and benefits of
executive officers and key employees of the Company, including the granting of
stock options. The Compensation Committee held one meeting during the year ended
December 31, 2002. The Company does not have a standing nominating committee.
Pursuant to the Company's Bylaws, officers of the Company hold office until
the first meeting of directors following the next annual meeting of stockholders
and until their successors are chosen and qualified. It is anticipated that
immediately following the Annual Meeting, the Board of Directors elected at the
Annual Meeting will hold the 2003 Annual Meeting of the Board of Directors. At
such meeting, it is anticipated that the current officers of the Company will be
re-elected to serve in the capacities set forth above until the next Annual
Meeting of the Board of Directors or until their respective successors are duly
elected and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons, the Company
believes that during the year ended December 31, 2002, all filing requirements
applicable to its officers and directors were complied with by such individuals.
Compensation of Executive Officers
The following table sets forth all compensation awarded to, earned by or
paid to each of the Company's current or former executive officers named below
(the "Named Individuals") for the Companys fiscal periods as specified below:
Long Term
Annual Compensation Compensation All Other
Compensation
-------------------------------------------
Name and Year Ended Other Annual
Principal Position December 31, Salary Bonus Compensation(1) Options/SARs
Bradley C. Albrechtsen 2002 $220,000 --- --- --- $3,600 (2)
President and Chief 2001 $142,000 --- --- 15,000 $3,600 (2)
Executive Officer 2000 $130,000 $52,650 --- 14,000 $3,600 (2)
Mark D. Andersen 2002 $159,059 --- --- --- $5,422 (3)
Chief Financial Officer 2001 $99,572 --- --- 12,250 $3,850 (3)
Wayne M. Mertes 2002 $50,215 --- --- --- $150,000 (5)
President of NRV (4) 2001 $283,400 --- --- --- $150,000 (5)
2000 $283,400 $207,000 --- 48,000 $150,000 (5)
Robert B. Lee 2002 $1 --- --- --- ---
President of CCI (6) 2001 $210,000 --- $100,325 (7) 15,000 $6,800 (3)
2000 $210,000 --- $242,866 (7) 20,000 $4,100 (3)
Jonathan C. Corn 2002 $200,000 --- --- --- ---
Vice President/General
Counsel
______________________
(1) Except as may be indicated below, the aggregate amount of all perquisites and other personal benefits
paid to each Named Individual is not greater than either $50,000 or 10% of the total of the annual salary
and bonus reported for either such executive.
(2) Represents the annual premium paid pursuant to the Company's SERP Deferred Compensation Plan.
(3) Represents the amount of the Company's matching contribution under CCI's 401(k) plan.
(4) Mr. Mertes retired from his executive positions with the Company in September 2001. However, in
September 2002, Mr. Mertes was appointed President of NRV.
(5) Represents amounts paid by Company in respect of a split dollar life insurance policy. In connection
with Mr. Mertes' prior employment agreement, the Company and Mr. Mertes entered into a split dollar life
insurance arrangement in October 1998 in which an insurance policy in the face amount of $2,950,000 was
taken out by the Company on the life of Mr. Mertes. The Company has agreed to pay the annual premium
thereof of not greater than $150,000 per year for five years. The Company and Mr. Mertes have agreed that
the Company shall own the cash value of the policy and that the Company will be entitled to withdraw from
the policy $92,601 per annum until the aggregate premiums paid by the Company to the insurance carrier are
repaid to the Company. To ensure the repayment of the aggregate premiums paid by Company, the Company is
entitled to receive from the policy's death benefits the greater of the aggregate premiums not yet repaid
or the then cash value of the policy.
(6) Mr. Lee retired from his executive positions with the Company in September 2001. However, in September
2002, Mr. Lee was appointed President of CCI.
(7) Pursuant to an employment agreement between Mr. Lee and CCI which expired in December 2001, Mr. Lee was
entitled to purchase a motorhome from the Company at cost in 2000 and 2001. The amounts in the table
represent the difference between the costs of the motorhomes purchased by Mr. Lee and their respective
wholesale values.
Compensation Committee Interlock and Insider Participation
Compensation decisions during the fiscal year ended December 31, 2002 were
made by the Company's Compensation Committee and by the Board of Directors,
which included Bradley C. Albrechtsen, President and Chief Executive Officer of
the Company, and Wayne M. Mertes and Robert B. Lee, Presidents of the Company's
NRV and CCI subsidiaries, respectively. Neither Mr. Albrechtsen, Mr. Mertes nor
Mr. Lee participated in Board deliberations or voting concerning their
respective compensation.
Employment Agreements
The Company is not presently a party to an employment agreement with any of
its executive officers nor were any such agreements in effect during the fiscal
year ended December 31, 2002.
Stock Option Plans
1993 Stock Option Plan
In August 1993, the Company adopted and approved the 1993 Stock Option Plan
(the "August 1993 Plan"). The August 1993 Plan is designed to serve as an
incentive for retaining qualified and competent directors, employees and
consultants. The August 1993 Plan provides for the award of options to purchase
up to 450,000 shares of Common Stock, of which 200,800 were subject to
outstanding options as of December 31, 2002. The August 1993 Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee has, subject to the provisions of the August 1993 Plan,
full authority to select Company individuals eligible to participate in the
August 1993 Plan, including officers, directors (whether or not employees) and
consultants. The August 1993 Plan provides for the awarding of incentive stock
options (as defined in Section 422 of the Code) and non-incentive stock options.
Options granted pursuant to the August 1993 Plan will have such vesting
schedules and expiration dates as the Compensation Committee shall establish in
connection with each participant in the August 1993 Plan, which terms shall be
reflected in an option agreement executed in connection with the granting of the
option. During the year ended December 31, 2002, no options were granted under
the August 1993 Plan.
1993 Option Plan
In November 1993, the Company adopted and approved the 1993 Option Plan
(the "November 1993 Plan"). The November 1993 Plan is designed to serve as an
incentive for retaining qualified and competent directors, employees and
consultants. The November 1993 Plan provides for the award of options to
purchase up to 348,750 shares of the Company's Common Stock, of which 101,250
were subject to outstanding options as of December 31, 2002. The November 1993
Plan is administered by the Company's Board of Directors, which has, subject to
the provisions of the November 1993 Plan, full authority to select Company
individuals eligible to participate in the November 1993 Plan, including
officers, directors (whether or not employees) and consultants. The November
1993 Plan provides for the awarding of incentive stock options (as defined in
Section 422 of the Code) and non-qualified stock options. Options granted
pursuant to the November 1993 Plan will have such vesting schedules and
expiration dates as the Board of Directors shall establish in connection with
each participant in the November 1993 Plan, which terms shall be reflected in an
option agreement executed in connection with the granting of the option. During
the year ended December 31, 2002, no options were granted under the November
1993 Plan.
1995 Stock Option Plan
In September 1995, the Company adopted and approved the 1995 Stock Option
Plan (the "1995 Option Plan"). The 1995 Option Plan is designed to serve as an
incentive for retaining qualified and competent directors, employees and
consultants. The 1995 Option Plan provides for the award of options to purchase
up to 225,000 shares of Common Stock, of which 85,833 shares were subject to
outstanding options as of December 31, 2002. The 1995 Option Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee has, subject to the provisions of the 1995 Option Plan,
full authority to select Company individuals eligible to participate in such
plan, including officers, directors (whether or not employees) and consultants.
The 1995 Option Plan provides for the awarding of incentive stock options (as
defined in Section 422 of the Code) and non-incentive stock options. Options
granted pursuant to the 1995 Option Plan will have such vesting schedules and
expiration dates as the Compensation Committee shall establish in connection
with each participant in the 1995 Option Plan, which terms shall be reflected in
an option agreement executed in connection with the granting of the option.
During the year ended December 31, 2002, no options were granted under the 1995
Option Plan.
1996 Stock Option Plan
In October 1996, the Company's Board of Directors adopted and approved the
1996 Stock Option Plan (the "1996 Option Plan"). The 1996 Option Plan is
designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The 1996 Option Plan provides for the
award of options to purchase up to 675,000 shares of Common Stock, of which
247,500 shares were subject to outstanding options as of December 31, 2002. The
1996 Option Plan is administered by the Compensation Committee of the Board of
Directors. The Compensation Committee has, subject to the provisions of the 1996
Option Plan, full authority to select Company individuals eligible to
participate in such plan, including officers, directors (whether or not
employees) and consultants. The 1996 Option Plan provides for the awarding of
incentive stock options (as defined in Section 422 of the Code) and
non-incentive stock options. Options granted pursuant to the 1996 Option Plan
will have such vesting schedules and expiration dates as the Compensation
Committee shall establish in connection with each participant in the 1996 Option
Plan, which terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended December 31,
2002, no options were granted under the 1996 Option Plan.
1997 Stock Option Plan
In June 1997, the Company's Board of Directors adopted and approved the
1997 Stock Option Plan (the "1997 Option Plan"). The 1997 Option Plan is
designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The 1997 Option Plan provides for the
award of options to purchase up to 900,000 shares of Common Stock, of which
461,250 shares were subject to outstanding options as of December 31, 2002. The
1997 Option Plan is administered by the Board of Directors or, at its option, a
committee of the Board of Directors. The Board (or a designated committee) has,
subject to the provisions of the 1997 Option Plan, full authority to select
Company individuals eligible to participate in such plan, including officers,
directors (whether or not employees) and consultants. The 1997 Option Plan
provides for the awarding of incentive stock options (as defined in Section 422
of the Code) and non-incentive stock options. Options granted pursuant to the
1997 Option Plan will have such vesting schedules and expiration dates as the
Board (or a designated committee) shall establish in connection with each
participant in the 1997 Option Plan, which terms shall be reflected in an option
agreement executed in connection with the granting of the option. During the
year ended December 31, 2002, no options were granted under the 1997 Option
Plan.
1999 Stock Option Plan
The Company's Board of Directors adopted and approved the 1999 Stock Option
Plan in April 1999 and the amended and restated 1999 Stock Option Plan in April
2000 and again in April 2001 (together, the "1999 Option Plan"). The 1999 Option
Plan is designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The 1999 Option Plan provides for the
award of options to purchase up to 1,150,000 shares of Common Stock, of which
820,013 shares were subject to outstanding options as of December 31, 2002. The
1999 Option Plan is administered by the Compensation Committee. The Compensation
Committee has, subject to the provisions of the 1999 Option Plan, full authority
to select Company individuals eligible to participate in such plan, including
officers, directors (whether or not employees) and consultants. The 1999 Option
Plan provides for the awarding of incentive stock options (as defined in Section
422 of the Code) and non-incentive stock options. Options granted pursuant to
the 1999 Option Plan will have such vesting schedules and expiration dates as
the Compensation Committee shall establish in connection with each participant
in the 1999 Option Plan, which terms shall be reflected in an option agreement
executed in connection with the granting of the option. During the year ended
December 31, 2002, no options were granted under the 1999 Option Plan.
Option Values
The following table sets forth, as of December 31, 2002, the number of
options and the value of exercised and unexercised options held by the Named
Individuals.
Value of Unexercised
Number of Unexercised Options in-the-money Options at
at Dec. 31, 2002 Dec. 31, 2002($)(1)
Shares
Acquired in Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Bradley C.
Albrechtsen 8,000 21,956 29,333 14,667 0 0
Mark D. Andersen 7,500 22,229 15,583 10,667 0 0
Wayne M. Mertes --- --- 524,500 16,000 568,335 0
Robert B. Lee --- --- 18,333 16,667 0 0
Jonathan C. Corn --- --- 0 0 0 0
___________________
(1) On December 31, 2002, the last trading day of the year 2002, the last reported sales price for the Common Stock
on the New York Stock Exchange was $5.98.
Equity Compensation Plan Information
The following table summarizes the Company's equity compensation plan
information as of December 31, 2002. Information is included for both equity
compensation plans approved by the Company's stockholders and equity
compensation plans not approved by the Company's Stockholders.
Common shares to be Common shares available
issued upon exercise Weighted-average for future issuance under
of outstanding exercise price of equity compensation plans
options, warrants, outstanding (excluding securities
and rights options, warrants, reflected in column (a))
Plan Category and rights
------------------------------------------- ----------------------- --------------------- ----------------------------
------------------------------------------- ----------------------- --------------------- ----------------------------
(a) (b) (c)
Equity compensation plans approved by 1,916,646 $11.67 677,762
Company stockholders (1)
Equity compensation plans not approved by 107,544 $3.78 0
Company stockholders (2)
Totals: 2,024,190 $11.25 677,762
___________
(1) Please see "Management of the Company - Stock Option Plans" for a description of these plans.
(2) The only outstanding options not previously approved by the Company's stockholders were granted in
October 1994, September 1995 and October 1996 pursuant to separate stock option agreements with several
directors and employees of the Company at exercise prices of $3.33, $3.75 and $9.33, respectively. Such
options had terms of either 5 or 10 years.
Compensation Committee Report on Executive Compensation
The Compensation Committee (established by the Board of Directors in May
1998) continued in 2002 its function of reviewing and making recommendations to
the Board regarding salaries, compensation and benefits of executive officers
and key employees of the Company, including the granting of stock options. The
Committee consists solely of directors who are not employees of the Company.
Compensation of the Company's executive officers and key employees consists
of three components: base salary, annual bonuses and long-term incentive awards
in the form of stock options. For each of the three years ended 2001, the
Compensation Committee retained the nationally recognized executive compensation
consulting firm of William M. Mercer, Incorporated ("Mercer") to advise it with
respect to executive and employee compensation and other related matters for
those years. As part of its annual engagement, Mercer presented a report to the
Compensation Committee in which Mercer provided benchmark information on the
senior executive positions with respect to both an industry peer group and
published compensation and proprietary survey information. Mercer also compared
the Company's financial performance to the same peer group and assessed the pay
and performance relationship thereof. The Compensation Committee relied on,
among other factors, Mercer's prior reports in setting compensation levels in
2002 as well as the compensation philosophy contained therein.
Base compensation levels have been developed in order to attract and retain
executives and key employees based on their level of responsibility within the
Company. Individual salaries may be higher or lower, based on the qualifications
and experience of the individual as well as Company performance. Base salaries
have been subject to periodic review and adjustment and annual salary
adjustments have been made based on those factors. Bonuses and stock option
grants closely link executive pay with performance in areas key to the Company's
operating success. These areas include sales growth, earnings per share growth,
return on average equity and total shareholder return performance. In the past,
the Company has granted bonuses and stock options to executives and employees
based upon subjective and objective performance criteria relating to both the
Company and the individual, including the level of Company revenues and earnings
and a comparison with the operating results of the Company's peer group, a
person's responsibility level and other performance targets.
Historically, during periods of strong operating performance by the Company
compared to its peer group, based upon the recommendation of the Compensation
Committee, the Company has positioned salaries, together with target bonuses and
stock options, at median compensation levels for comparable positions and
responsibilities in the peer group. During the past two fiscal years, periods of
weak relative operating performance, as a result of the Compensation Committee's
compensation philosophy, the Company positioned total compensation at or near
the bottom of its peer group. During the last two years, as a result of the
Company's performance, the Company granted no bonuses to its executive officers
and granted no stock options during 2002.
The Compensation Committee uses the same factors and criteria described
above for compensation decisions regarding the Chief Executive Officer, Bradley
C. Albrechtsen. During 2002, Mr. Albrechtsen received a base salary of $220,000.
In light of the Company's negative operating performance during 2002, no bonus
was awarded to Mr. Albrechtsen.
The Company established the 1993 Stock Option Plan, 1995 Stock Option Plan,
1996 Stock Option Plan and 1999 Stock Option Plan, which are administered by the
Compensation Committee, and the 1993 Option Plan and 1997 Stock Option Plan,
which are administered by the Board. See "Management of the Company -- Stock
Option Plans." The Company adopted these stock option plans in order to create
incentives for retaining qualified and competent employees and maximizing
long-term stockholder values. No options were granted during fiscal year ended
December 31, 2002.
The Compensation Committee intends to examine and evaluate the performance
of the Company's officers and employees, through discussions with senior
management and otherwise, and make recommendations to the Board of Directors
with respect to base salary, bonuses and any other elements of compensation in
light of an overriding Company philosophy linking pay and performance.
COMPENSATION COMMITTEE
Stephen M. Davis
Doy B. Henley
Greg McCaffery
Report of the Audit Committee
The Audit Committee members are Neil H. Koffler, Doy B. Henley and Greg
McCaffery. The Audit Committee assists the Board of Directors in monitoring the
integrity of the Company's financial statements, the Company's compliance with
legal requirements and the Company's internal and external auditors.
The Audit Committee has reviewed and discussed the Company's audited
consolidated balance sheets as of December 31, 2002 and 2001 and consolidated
statements of income, cash flows and stockholders' equity for the three years
ended December 31, 2002 with the Company's management. The Audit Committee has
discussed with PricewaterhouseCoopers LLP, the Company's independent auditors,
the matters required to be discussed by Statement Auditing Standards No. 61
(concerning the accounting methods used in the financial statements).
The Audit Committee has also received and reviewed written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independent Standards
Board No. 1 (concerning matters that may affect an auditor's independence) and
has discussed with PricewaterhouseCoopers LLP their independence. Based on the
foregoing review and discussions, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002 for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE
Neil H. Koffler
Doy B. Henley
Greg McCaffery
Performance Graph
Set forth below is a graph comparing cumulative total stockholder returns
(assuming reinvestment of dividends) of the Company; the CRSP Total Return Index
for the NYSE/AMEX/Nasdaq Stock Market (US Companies), comprising all domestic
shares traded in the New York Stock Exchange, American Stock Exchange and Nasdaq
Stock Market; and a self-determined peer group of seven companies. The graph
assumes $100 invested on December 31, 1997 in the Company and in each of the
indices. The performance shown in the graph is not necessarily indicative of
future performance.
[Graph ommitted]
[Value represented in following table]
CRSP Total Returns Index for: 12/1997 12/1998 12/1999 12/2000 12/2001 12/2002
National R.V. Holdings, Inc. 100.0 117.5 87.8 52.8 44.7 27.3
NYSE/AMEX/Nasdaq Stock Market 100.0 123.4 154.5 137.0 122.4 97.2
(U.S. Companies)
Self-Determined Peer Group 100.0 107.6 94.2 63.9 105.9 117.6
Companies in the Self- Determined Peer Group
COACHMEN INDUSTRIES INC FLEETWOOD ENTERPRISES INC
MONANCO COACH CORP REXHALL INDUSTRIES INC
THOR INDUSTRIES INC WINNEBAGO INDUSTRIES INC
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/1997.
Certain Relationships and Related Party Transactions
Mr. Robert B. Lee, currently a director of the Company and an executive
officer of the Company, is a partner in a joint venture which is a party to a
lease agreement with the Company's CCI subsidiary. Pursuant to the agreement,
CCI leases from the joint venture a parcel of property constituting a majority
of CCI's manufacturing facilities. During the year ended December 31, 2002, the
Company paid $1.31 million under the lease agreement. The lease agreement calls
for future payments totaling approximately $3.9 million through October 31,
2005.
Heller Ehrman White & McAuliffe LLP, a law firm in which Mr. Stephen M.
Davis, the Secretary and a director of the Company, is a shareholder, performed
legal services for the Company for which it was paid fees of $282,000 in the
year ended December 31, 2002.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table set forth as of April 15, 2003 the number and
percentage of shares of Common Stock held by (i) each of the executive officers,
directors and nominees of the Company, (ii) all persons who are known by the
Company to be the beneficial owners of, or who otherwise exercise voting or
dispositive control over, five percent or more of the Company's outstanding
Common Stock and (iii) all of the Company's present executive officers and
directors as a group:
Common Stock Percentage of
Beneficial Owner Owned(1) Outstanding
Bradley C. Albrechtsen(2) 33,245 *
Mark D. Andersen(3) 17,437 *
Jonathan C. Corn 0 0%
Stephen M. Davis (4) 47,840 *
Doy B. Henley(5) 9,000 *
Neil H. Koffler (6) 64,286 *
Robert B. Lee (7) 429,369 4.4%
Greg McCaffery(8) 9,162 *
Wayne M. Mertes (9) 735,615 7.1%
James B. Roszak 0 0%
FMR Group(10) 1,143,700 11.6%
Royce and Associates, LLC (11) 963,240 9.8%
Dimensional Fund Advisors Inc. (12) 701,000 7.1%
Gary N. Siegler (13) 727,845 7.0%
Amalgamated Gadget, L.P. (14) 558,600 5.7%
Brandes Investment Partners, LLC (15) 519,935 5.3%
All executive officers and directors as a group (9 in 1,345,954 12.8%
number) (2)(3)(4)(5)(6)(7)(8)(9)
_____________________
* Less than one percent.
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock shown as
beneficially owned by them.
(2) Includes 29,333 shares underlying outstanding options exercisable
immediately or within 60 days.
(3) Includes 15,583 shares underlying options exercisable immediately or
within 60 days and 150 shares owned by Mr. Andersen's wife.
(4) Includes 41,875 shares underlying outstanding options exercisable
immediately or within 60 days. Includes 60 shares owned by Mr. Davis' son for
which Mr. Davis disclaims beneficial ownership.
(5) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(6) Includes 61,958 shares underlying outstanding options exercisable
immediately or within 60 days held by Mr. Koffler.
(7) Includes 18,333 shares underlying options exercisable immediately or
within 60 days. Excludes 136,870 shares of Common Stock owned by Mr. Lee's wife,
Mrs. Terry N. Lee, for which Mr. Lee disclaims beneficial ownership.
(8) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(9) Includes 524,500 shares underlying outstanding options exercisable
immediately or within 60 days and excludes 3,750 shares of Common Stock owned by
Mr. Mertes' wife for which Mr. Mertes disclaims beneficial ownership.
(10) As reported in an Amendment No. 2 to Schedule 13G filed with the SEC
on behalf of FMR Group and certain affiliated parties on February 14, 2003.
(11) As reported in Schedule 13G filed with the SEC by Royce & Associates,
LLC on February 4, 2003.
(12) As reported in an Amendment to Schedule 13G filed with the SEC by
Dimensional Fund Advisors Inc. on February 12, 2003.
(13) As reported in an Amendment No. 18 to Schedule 13D filed with the SEC
on February 3, 2002. Includes (i) 514,044 shares underlying outstanding options
held by Mr. Siegler exercisable immediately or within 60 days, (ii) 42,057
shares of Common Stock owned by The Gary N. Siegler Foundation, which shares Mr.
Siegler is deemed to beneficially own, and (iii) 143,274 shares of Common Stock
owned by certain other entities, which shares Mr. Siegler is deemed to
beneficially own because Mr. Siegler controls dispositive and voting power for
the shares owned by such entities.
(14) As reported in an Amendment No. 1 to Schedule 13G filed with the SEC
by Amalgamated Gadget LP. on February 10, 2003.
(15) As reported in Schedule 13G filed with the SEC by Brandes Investment
Partners, LLC and certain affiliated parties on February 14, 2003.
OTHER MATTERS
The Board of Directors is not currently aware of any other matters to be
transacted at the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment thereof, the persons named in
the accompanying proxy intend to vote on such matters as they, in their
discretion, may determine, subject, in any event, to the requirements of
Delaware Law.
The Company will bear all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers of the Company may also
solicit proxies by telephone or personal interview. In addition, the Company
expects to request persons who hold shares in their names for others to forward
copies of this proxy soliciting material to them and to request authority to
execute proxies in the accompanying form, and the Company will reimburse such
persons for their out-of-pocket and reasonable clerical expenses in doing this.
FINANCIAL STATEMENTS
The Company's audited financial statements for the year ended December 31,
2002 and certain other related financial and business information of the Company
are contained in the Company's 2002 Annual Report to Stockholders being mailed
by the Company to its stockholders with this Proxy Statement.
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to include in the proxy
or information statement for the 2004 Annual Meeting of Stockholders must be
received by the Company at its principal executive offices at 3411 N. Perris
Boulevard, Perris, California 92571, not later than December 31, 2003.
By Order of the Board of Directors
Stephen M. Davis
Secretary
Dated: April 30, 2003
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2003
The undersigned hereby appoints Mark D. Andersen and Bradley C. Albrechtsen
proxies of the undersigned, with full power of substitution, to vote all shares
of Common Stock, par value $.01 per share, of National R.V. Holdings, Inc., a
Delaware Corporation (the "Company"), the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held on Monday, June 9, 2003
at 9:00 a.m., Pacific Daylight Time, at 2050 South Lyon Street, Santa Ana,
California 92705, or any adjournments or postponements thereof, with all the
powers the undersigned would have if personally present on the following
matters:
1. Election of the following WITHHOLD
nominees to serve as AUTHORITY
Class III Directors until FOR to vote
the 2006 Annual Meeting of all for all
Stockholders. nominees nominees
[ ] [ ]
NOMINEES: Doy B. Henley and James B. Roszak
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
------------------------------------------------------------
2. Proposal to ratify and
approve the selection by the
Board of Directors of
PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as the Company's independent ] [ ] [ ]
public accountants for the fiscal
year to end December 31, 2003.
3. In their discretion, the above-named
proxies are authorized to vote in
accordance with their own judgment
upon such other matters as may properly
come before the Annual Meeting or any
adjournments or postponements thereof.
This proxy when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is indicated, this
proxy will be voted "FOR" the election of all nominees for Directors in Item 1
and "FOR" Item 2 and the proxies will use their discretion with respect to any
matters referred to in Item 3.
The undersigned stockholder(s) acknowledges receipt of an accompanying
Notice of Annual Meeting of Stockholders and accompanying Proxy Statement dated
April 30, 2003.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: , 2003
Signature(s):
------------------------------------------------
(Note: Please complete, date and sign exactly as your name appears hereon.
When signing as attorney, administrator, executor, guardian, trustee or
corporate official, please add your title. If shares are held jointly, each
holder should sign.)
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE